Obligation YPFS 8.5% ( USP989MJBG51 ) en USD

Société émettrice YPFS
Prix sur le marché 100 %  ▲ 
Pays  Argentine
Code ISIN  USP989MJBG51 ( en USD )
Coupon 8.5% par an ( paiement semestriel )
Echéance 22/03/2021 - Obligation échue



Prospectus brochure de l'obligation YPF S.A USP989MJBG51 en USD 8.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip P989MJBG5
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée YPF S.A. est une société énergétique intégrée argentine, principalement active dans l'exploration, la production, le raffinage et la commercialisation d'hydrocarbures.

L'Obligation émise par YPFS ( Argentine ) , en USD, avec le code ISIN USP989MJBG51, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2021







PRICING SUPPLEMENT
(TO OFFERING MEMORANDUM DATED MARCH 17, 2016)
YPF Sociedad Anónima
(incorporated in the Republic of Argentina)
U.S.$1,000,000,000 8.500% Senior Notes due 2021
Principal Amount: U.S.$1,000,000,000
Issue Price: 100.000% of the principal amount
Issue Date: March 23, 2016
Gross Proceeds to Company: U.S.$1,000,000,000
Specified Currency: U.S. dollars
Principal Payment: Principal on the U.S.$1,000,000,000 8.500% Senior Notes due 2021 (the "Notes") will be payable on March 23, 2021. We may, at our option, redeem part or
all of the Notes at any time prior to their final maturity, at a price equal to 100% of the principal amount plus accrued and unpaid interest plus the Applicable Redemption
Premium (as defined herein). If we undergo a change of control, we may be required to make an offer to purchase the Notes. In the event of certain developments affecting
taxation, we may redeem all, but not less than all, of the Notes.
Interest Payment: Interest on the Notes will be payable semi-annually in arrears on March 23 and September 23 of each year, commencing on September 23, 2016.
Status and Ranking: The Notes will constitute obligaciones negociables simples no convertibles en acciones under Argentine law. The Notes will constitute our unconditional
and unsubordinated general obligations and will rank at least pari passu in priority of payment with all of our present and future unsubordinated and unsecured obligations.
Listing: Application will be made to have the Notes listed on the Luxembourg Stock Exchange for trading on the Euro MTF market and listed on the Mercado Abierto Electrónico
S.A. (the "MAE").
Minimum Denominations: U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof. Form: Global Notes (Rule 144A and Regulation S)
CUSIP Numbers:
Rule 144A: 984245AM2
Regulation S: P989MJBG5
ISIN Numbers:
Rule 144A: US984245AM20
Regulation S: USP989MJBG51
Settlement: The Depository Trust Company and its direct and indirect participants, including Euroclear S.A./N.V. and Clearstream Banking, société anonyme.
This Pricing Supplement is supplementary to, and should be read together with, the accompanying Offering Memorandum (including our Annual Report on Form 20-F for the year
ended December 31, 2015, which attaches our Audited Consolidated Financial Statements as of December 31, 2015).
Investing in the Notes involves significant risks. See "Risk Factors" on page I-6 of the Offering Memorandum and see "Item 3. Key Information--Risk Factors" in our
Annual Report on Form 20-F for the year ended December 31, 2015 included therein.
We have not registered, and will not register, the Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes may be
offered only in transactions that are exempt from registration under the Securities Act and the securities laws of other jurisdictions. Accordingly, the Notes are being offered and
sold only (1) in the United States to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and (2) outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act. For a description of certain restrictions on resale and transfer of the Notes, see "Transfer Restrictions" in the Offering
Memorandum and "Plan of Distribution" in this Pricing Supplement. The Notes are being offered pursuant to an exemption from the requirement to publish a prospectus under
Directive 2003/71/EC (as amended and supplemented from time to time, the "Prospectus Directive"), of the European Union, and this Pricing Supplement has not been approved
by a competent authority within the meaning of the Prospectus Directive.
Joint Bookrunners and Joint Lead Managers
Credit Suisse
HSBC
J.P. Morgan
The date of this Pricing Supplement is March 18, 2016.


TABLE OF CONTENTS
Pricing Supplement
Page
Terms and Conditions of the Notes .........................................................................................................................................
S-iv
Additional Terms and Conditions of the Notes ......................................................................................................................
S-1
Recent Developments................................................................................................................................................................
S-24
Risk Factors...............................................................................................................................................................................
S-43
Exchange Rates .........................................................................................................................................................................
S-44
Use of Proceeds..........................................................................................................................................................................
S-45
Capitalization ............................................................................................................................................................................
S-46
Plan of Distribution...................................................................................................................................................................
S-47
Transfer Restrictions ................................................................................................................................................................
S-54
Listing and General Information.............................................................................................................................................
S-56
Offering Memorandum
Introduction to Offering Memorandum .................................................................................................................................
iii
Where You Can Find More Information................................................................................................................................
iii
Cautionary Statement About Forward Looking Statements ................................................................................................
iv
Presentation of Financial Information ....................................................................................................................................
iv
Anti-Money Laundering Regulations......................................................................................................................................
v
Exchange Rates .........................................................................................................................................................................
viii
Foreign Exchange Regulations ................................................................................................................................................
ix
Part I: Information Relating To Our Global Medium Term Note Program
Summary of the Program.........................................................................................................................................................
I-2
Risk Factors...............................................................................................................................................................................
I-6
Use of Proceeds..........................................................................................................................................................................
I-9
Description of the Notes............................................................................................................................................................
I-10
Clearing and Settlement ...........................................................................................................................................................
I-34
Transfer Restrictions ................................................................................................................................................................
I-38
Taxation .....................................................................................................................................................................................
I-40
Certain ERISA Considerations................................................................................................................................................
I-52
Enforceability of Civil Liabilities.............................................................................................................................................
I-53
Plan of Distribution...................................................................................................................................................................
I-54
Legal Matters ............................................................................................................................................................................
I-57
Part II: Additional Information Relating to YPF Sociedad Anónima
Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on March 17, 2016................
II-1
S-i


This Pricing Supplement relates to our U.S.$1,000,000,000 8.500% Senior Notes due 2021, Series XLVII
(the "Notes"), which are a series of notes to be issued under our Global Medium-Term Note Program in an
aggregate principal amount at any time outstanding not to exceed U.S.$8,000,000,000 or the equivalent amount in
other currencies (the "Program"). This Pricing Supplement is supplemental to, and should be read together with, the
accompanying Offering Memorandum (including our Annual Report on Form 20-F for the year ended December 31,
2015 (the "2015 20-F"), which attaches our Audited Consolidated Financial Statements as of December 31, 2015).
To the extent that information contained in this Pricing Supplement is not consistent with the Offering
Memorandum, this Pricing Supplement will be deemed to supersede the Offering Memorandum with respect to the
Notes. Unless otherwise defined herein, capitalized terms used in this Pricing Supplement shall have the meanings
given to them in the Offering Memorandum. In this Pricing Supplement, we use the terms "YPF," the "Company,"
"we," "our" and "us" to refer to YPF Sociedad Anónima and its controlled companies; "YPF Sociedad Anónima"
and "YPF S.A." refer to YPF Sociedad Anónima alone.
The creation of the Program was approved by resolution of our shareholders at a meeting held on January
8, 2008 and by resolution of our Board of Directors approved on February 6, 2008. The size of the Program was
most recently increased to U.S.$8,000,000,000 by resolution of our shareholders at a meeting held on February 5,
2015 and by resolution of our Board of Directors dated February 26, 2015.
The issuance of the Notes was approved by our Board of Directors at meetings held on November 5, 2015
and December 22, 2015. The subdelegation of powers for certain of the Company's officers was extended by our
Board of Directors at a meeting held March 3, 2016.
The offering of the Notes was authorized by resolution of the Comisión Nacional de Valores (the
Argentinean National Securities Commission or the "CNV") dated March 17, 2016. This authorization
means only that the applicable information requirements have been met. The CNV has not rendered any
opinion in respect of the accuracy of the information contained in this Pricing Supplement or the Offering
Memorandum. We are responsible for the information contained in this Pricing Supplement or the Offering
Memorandum. The information in this Pricing Supplement or the Offering Memorandum is based on
information provided by us and other sources we believe to be reliable and is accurate only as of the date of
this Pricing Supplement, regardless of the time of delivery of this Pricing Supplement and the Offering
Memorandum or when any sale of the Notes occurs. This Pricing Supplement and the Offering
Memorandum may be used only for the purposes for which they have been published.
We are a stock corporation (sociedad anónima) incorporated under the laws of Argentina and the liability
of our shareholders is limited to their subscribed and paid-in capital under Argentine General Corporations Law No.
19,550, as amended (the "Argentine Corporations Law"). Prospective purchasers acknowledge and agree that
neither our shareholders, nor our affiliates or subsidiaries, will be liable for any obligation under the Notes.
We have not, and the initial purchasers have not, authorized anyone to provide you with any other
information, and we and the initial purchasers take no responsibility for any other information than anyone else may
provide you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this Pricing Supplement
is accurate as of any date other than the date of this Pricing Supplement.
In making your decision whether to invest in the Notes, you must rely on your own examination of us and
the terms of the offering, including the merits and risks involved. You should not construe the contents of this
Pricing Supplement or the Offering Memorandum as legal, business, financial or tax advice. You should consult
your own advisors as needed to make your investment decision and to determine whether you are legally permitted
to purchase the securities under applicable legal investment or similar laws or regulations. You should be aware that
you may be required to bear the financial risks of an investment in the Notes for an indefinite period of time.
The Notes will constitute obligaciones negociables simples no convertibles en acciones under the
Argentine Negotiable Obligations Law No. 23,576, as amended by Argentine Law No. 23,962 (the "Negotiable
Obligations Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements
established therein and in Law No. 26,831 and the applicable CNV resolutions.
S- ii


The offer of the Notes shall be conducted by means of an offering that qualifies as a public offering under
Argentine law and the regulations of the CNV. In order to comply with those regulations, the placement of the
Notes in Argentina will be done through a public auction (Subasta Pública) under the tender module of the SIOPEL
system (the "SIOPEL system") of the Mercado Abierto Electronico S.A. ("MAE"), in accordance with applicable
CNV tender rules See "Plan of Distribution­Argentina­Placement Efforts."
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Offering Memorandum. Nothing contained in this Pricing
Supplement or the accompanying Offering Memorandum is, or shall be relied upon as, a promise or representation
by the initial purchasers as to the past or future. The initial purchasers assume no responsibility for the accuracy or
completeness of any such information.
The initial purchasers participating in this offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes, including over-allotment, stabilizing and short-covering transactions in the
Notes, and the imposition of a penalty bid during and after this offering of the Notes. Such stabilization, if
commenced, may be discontinued at any time. For a description of these activities, see "Plan of Distribution."
The modifications or replacements of certain items in the accompanying Offering Memorandum included
in this Pricing Supplement do not affect respective rights of holders of other series of notes issued under the
Program.
S-iii


TERMS AND CONDITIONS OF THE NOTES
The following items describe the particular terms and conditions that relate to the Notes and should be
read together with the "Description of the Notes" in the Offering Memorandum, which sets forth certain material
terms of the Notes not set forth in this Pricing Supplement.
Issuer
YPF Sociedad Anónima.
Series No.
Series XLVII under the Issuer's U.S.$8,000,000,000 Global Medium-
Term Note Program.
Title of the Notes
U.S.$1,000,000,000 8.500% Senior Notes due 2021.
The Notes are being offered as debt securities under a supplemental
indenture.
Principal Amount of the Notes
U.S.$1,000,000,000
Notes Issue Price
100.000% of the principal amount.
Notes Issue Date
March 23, 2016 (the "Issue Date").
Specified Currency of Settlement and
U.S. dollars or as otherwise described in "Use of Proceeds."
Payments
Stated Maturity
March 23, 2021
Interest Rate
8.500% per annum.
Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on March 23
and September 23 of each year, commencing on September 23, 2016.
Regular Record Dates
The 15th calendar day preceding an Interest Payment Date.
Day Count Basis
360-day year consisting of twelve 30-day months.
Indenture
The Indenture dated October 3, 2013, among us, U.S. Bank National
Association and First Trust of New York, N.A, Permanent Representation
Office in Argentina (the "Base Indenture") as amended and supplemented
from time to time and as further supplemented by the Seventh
Supplemental Indenture dated March 23, 2016 (the Base Indenture as
supplemented by the Seventh Supplemental Indenture, the "Indenture").
Status and Ranking
The Notes will constitute obligaciones negociables simples no
convertibles en acciones under Argentine law. The Notes will constitute
our unconditional and unsubordinated general obligations and will rank at
least pari passu in priority of payment with all of our present and future
unsubordinated and unsecured obligations.
Redemption for Taxation Reasons
We may redeem the Notes, in whole but not in part, at a price equal to
100% of the principal amount plus accrued and unpaid interest and any
S-iv


Additional Amounts (as defined in the Offering Memorandum) upon the
occurrence of specified Argentine tax events. See "Description of the
Notes--Redemption and Repurchase--Redemption for taxation reasons"
in the accompanying Offering Memorandum.
Optional Redemption
At any time prior to maturity, we may, at our option, redeem the Notes, in
whole or in part, at a price equal to 100% of the principal amount plus
accrued and unpaid interest, if any, to the date of redemption, plus the
Applicable Redemption Premium. See "Additional Terms and Conditions
of the Notes--Optional Redemption" below.
Change of Control Offer
Upon the occurrence of a Change of Control, as defined below, each
holder of Notes will have the right to require us to redeem all or a portion
of such holder's Notes at a redemption price equal to 101% of the
outstanding principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase. See "Additional Terms and
Conditions of the Notes--Change of Control Offer" below.
Covenants
The Indenture will, among other things, limit our ability and the ability of
our subsidiaries to:

incur additional indebtedness and guarantee indebtedness;

pay dividends or make other distributions or repurchase or redeem our
capital stock;

prepay, redeem or repurchase certain debt;

make loans and investments;

sell, transfer or otherwise dispose of assets;

incur or permit to exist certain liens;

enter into transactions with affiliates; and

consolidate, amalgamate, merge or sell all or substantially all of our
assets.
These covenants will be subject to a number of important exceptions and
qualifications. See "Additional Terms and Conditions of the Notes"
below.
Events of Default
Upon the occurrence of an event of default, the Notes may, and in certain
cases shall, become immediately due and payable. See "Description of the
Notes--Events of Default" in the accompanying Offering Memorandum.
Withholding Taxes; Additional
We will make our payments in respect of Notes without withholding or
Amounts
deduction for any Taxes imposed by Argentina, or any political
subdivision or any taxing authority thereof. In the event that such
withholdings or deductions are required by law, we will, subject to certain
S-v


exceptions, pay such Additional Amounts (as defined in the Offering
Memorandum) as are necessary to ensure that the holders receive the same
amount as the holders would otherwise have received in respect of
payments on the Notes in the absence of such withholdings or deductions.
Additional Notes
In the future, we may issue additional Notes from time to time and without
notice to or the consent of holders of the Notes; provided that such
additional Notes have the same terms and conditions in all respects as the
Notes described herein (except for the Issue Date, the Issue Price and the
first Interest Payment Date); provided, that additional notes will not bear
the same CUSIP number as the Notes, unless such additional notes are
part of the same "issue" or issued in a "qualified reopening" for U.S.
federal income tax purposes or such additional notes and the Notes are
issued with no more than a de minimis amount of original issue discount
for U.S. federal income tax purposes. In that case, any such additional
Notes will constitute a single series and will be fully fungible with the
Notes offered hereby.
Use of Proceeds
We will use the net proceeds from the sale of the Notes in accordance with
the requirements established by Article 36 of the Negotiable Obligations
Law, for the purposes set forth in "Use of Proceeds."
Transfer Restrictions
We have not registered, and will not register, the Notes under the
Securities Act, and the Notes may not be transferred except in compliance
with the transfer restrictions set forth in "Transfer Restrictions" in the
accompanying Offering Memorandum and this Pricing Supplement and
"Plan of Distribution" in this Pricing Supplement.
Form and Denomination of the Notes
Notes will be represented by one or more Global Notes without interest
coupons, registered in the name of The Depository Trust Company
("DTC") or its nominee. The Notes will be issued in minimum
denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in
excess thereof.
International Rating
The Notes are expected to be rated "Caa1" by Moody's and "CCC+" by
Fitch. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning Rating Agency without notice.
Listing and Trading
The Notes are a new issue and there is no current trading market for the
Notes. Application will be made to have the Notes listed on the
Luxembourg Stock Exchange for trading on the Euro MTF market and
listed on the MAE. The initial purchasers are not obligated to make a
market in the Notes, and any market making with respect to the Notes may
be discontinued without notice. Accordingly, there can be no assurance as
to the maintenance or liquidity of any market for the Notes.
Settlement
The Notes will be delivered in book-entry form through the facilities of
DTC and its direct and indirect participants, including Euroclear
S.A./N.V., Clearstream Banking, société anonyme and Caja de Valores
S.A.
S-vi


CUSIP Number
Rule 144A: 984245 AM2
Reg S: P989MJ BG5
ISIN Number
Rule 144A: US984245AM20
Reg S: USP989MJBG51
Governing Law
New York State law; provided that all matters relating to the due
authorization, execution, issuance and delivery of the Notes by us, and
matters relating to the legal requirements necessary in order for the Notes
to qualify as obligaciones negociables under Argentine law, will be
governed by the Negotiable Obligations Law together with the Argentine
Corporations Law and other applicable Argentine laws and regulations.
Trustee, Co-Registrar, Principal
U.S. Bank National Association
Paying Agent and Transfer Agent
Registrar, Paying Agent and Transfer
Banco Santander Río S.A.
Agent
Representative of the Trustee in
First Trust of New York N.A., Permanent Representation Office in
Argentina
Argentina
Luxembourg Listing Agent, Paying
Banque Internationale à Luxembourg S.A.
Agent and Transfer Agent
Risk Factors
See "Risk Factors" on page I-6 of the Offering Memorandum and see
"Item 3. Key Information--Risk Factors" in the 2015 20-F included
herein for a discussion of certain risks that you should consider prior to
making an investment in the Notes.
S-vii


ADDITIONAL TERMS AND CONDITIONS OF THE NOTES
The following is a description of certain additional terms and conditions of the Notes. This description
supplements, and should be read in conjunction with, the description of the terms and conditions of notes described
under "Description of the Notes" set forth in the accompanying Offering Memorandum. See "Description of the
Notes" beginning on page I-10 of the accompanying Offering Memorandum. All references, to "we," "us," "our"
and "our company" set forth in the "Description of the Notes" in the accompanying Offering Memorandum shall
mean YPF Sociedad Anónima, unless the context suggests otherwise. The terms and conditions of the Notes differ
from the general description of the terms and conditions of the notes described in the accompanying Offering
Memorandum. To the extent that the following description of additional terms and conditions of the Notes is
inconsistent with that set forth in the accompanying Offering Memorandum, the following description supersedes
that in the accompanying Offering Memorandum.
Optional Redemption
At any time prior to maturity, the issuer, YPF Sociedad Anónima or "YPF", may at its option redeem the
Notes, in whole, or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed
plus the Applicable Redemption Premium as of, and accrued and unpaid interest, if any, to (but not including) the
redemption date.
YPF will give not less than 30 days' nor more than 60 days' notice of any redemption. See "Description of
the Notes--Notices" in the accompanying Offering Memorandum. Notes called for redemption will become due on
the date fixed for redemption. YPF will pay the redemption price for the Notes together with accrued and unpaid
interest thereon, and Additional Amounts, if any, to the date of redemption. On and after the redemption date,
interest will cease to accrue on the Notes as long as the YPF has deposited with the Paying Agents funds in
satisfaction of the applicable redemption price plus accrued and unpaid interest, if any, pursuant to the Indenture.
Upon redemption of the Notes by YPF, the redeemed Notes will be cancelled. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected pro-rata, by lot or in accordance with DTC's procedure.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Applicable Redemption Premium" means, with respect to a Note at any redemption date, the excess, if
any, of (A) the sum of the present values at such redemption date of the remaining scheduled payments of principal
and interest on the Notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date
for the Notes on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, over (B) 100% of the principal
amount of the Notes.
Change of Control Offer
If a Change of Control occurs, YPF will make an offer to purchase all of the Notes (a "Change of Control
Offer") (in integral multiples of U.S.$1,000, provided that the principal amount of such Holder's Note will not be
less than U.S.$1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued
and unpaid interest, if any, to the date of purchase (a "Change of Control Payment").
"Change of Control" shall mean any circumstance under which any Person, individually or collectively,
other than the Permitted Holders has the power (whether by ownership of the capital stock of YPF, contract or
otherwise) to control YPF's management or its policies.
YPF will give a notice of such Change of Control Offer to the Trustee within 30 days following any
Change of Control, for further distribution to each holder of Notes no later than 15 days following the Trustee's
receipt thereof, stating:
S-1


(a)
that a Change of Control Offer is being made and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for purchase by YPF at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase;
(b)
the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
given) (the "Change of Control Payment Date"); and
(c)
the procedures determined by YPF, consistent with the Indenture, that a holder of Notes must follow in
order to have its Notes repurchased.
On the Business Day immediately preceding the Change of Control Payment Date, YPF will, to the extent
lawful, deposit with the Paying Agents an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes so tendered.
On the Change of Control Payment Date, YPF will, to the extent lawful:
(a)
accept for payment all Notes or portions of Notes (of U.S.$1,000 or integral multiples of U.S.$1,000 in
excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(b)
deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an
officers' certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by
YPF in accordance with the terms of this covenant.
If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal
amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation
of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be
made, as appropriate).
YPF will not be required to make a Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in the Indenture applicable to a Change of Control Offer made by YPF and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.
If a Change of Control Offer occurs, there can be no assurance that YPF will have available funds sufficient
to make the Change of Control Payment for all the Notes that might be delivered by holders seeking to accept the
Change of Control Offer. In the event that YPF is required to purchase outstanding Notes pursuant to a Change of
Control Offer, YPF may seek third­party financing to the extent YPF does not have available funds to meet its
purchase obligations and any other obligations it may have. There can be no assurance, however, that YPF will be
able to obtain necessary financing or that such third-party financing will be permitted under the terms of the
Indenture and its other indebtedness.
Other existing and future indebtedness of YPF may contain prohibitions on the occurrence of events that
would constitute a Change of Control or require that Indebtedness be purchased upon a Change of Control.
Moreover, the exercise by the Holders of their right to require YPF to repurchase the Notes upon a Change
of Control may cause a default under such Indebtedness even if the Change of Control itself does not.
YPF will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act of
1934 (the "Exchange Act") and any other securities laws or regulations in connection with the repurchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with provisions of the Indenture, YPF will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations described in the Indenture by virtue of doing so.
"Permitted Holders" means, any of (i) the holders of class D shares of YPF subject to expropriation in
accordance with the Expropriation Law, (ii) the Republic of Argentina, provided that it holds no less than the
S-2


Document Outline